Takeda Global Code of Conduct
Introduction – Fundamental Principles and Applicability
It is the steadfast commitment of Takeda Pharmaceutical Company Limited and all of its affiliates (collectively,
“Takeda”) to comply with all applicable laws and regulations.
Our corporate philosophy, Takeda-ism, dictates
more, however – we shall act with fairness and honesty and the highest ethical standards in all our business
activities; upholding the highest ethical standards comes before everything else.
The Takeda Global Code of Conduct (this “Code of Conduct”), which is founded in the spirit of Takeda-ism, is
designed to help us to do the right thing to meet the highest ethical standards by providing guidance in certain
key areas.
This Code of Conduct is applicable to all directors, officers and employees of all Takeda group
companies, and therefore, the use of “we” throughout this Code of Conduct is defined to include all such
individuals.
This Code of Conduct cannot cover all situations or all applicable local laws and regulations, and
therefore, each Takeda group company may adopt its own local code incorporating the provisions of this Code of
Conduct and including additional standards.
However, these local codes should not include any provision that
conflicts with or that is less stringent than this Code of Conduct.
Each Takeda group company will ensure that
all employees read, understand and adhere to this Code of Conduct or the local code (if applicable).
All directors, officers and employees are expected to understand, comply with and implement this Code of
Conduct and the local code (if applicable) in their day-to-day business activities.
Any breach of this Code of Conduct or the local code (if applicable) can result in disciplinary action in accordance
with local employment laws.
This Code of Conduct is dated December 21, 2010, and may be updated from time to time.
Business with Integrity and Fairness
1. Product safety and quality / drug laws and regulations
Patient safety is the highest priority for Takeda.
In our research, development, manufacture, storage,
distribution and post-marketing activities, we will comply with all applicable laws and regulations, including
reporting of safety information, designed to ensure the safety and quality of pharmaceutical products. We
also will always adhere to our internal policies and standard operating procedures designed to protect patient
safety and to ensure quality of product.
By way of example:
(i)
In our research, development and post-marketing activities, we will comply with all applicable laws and
regulations and internal standards, including the Good Laboratory Practices, the Good Clinical
Practices and the Good Pharmacovigilance Practices, and we will ensure that all results of research
and development, including the results of clinical trials, are recorded accurately and are free from any
falsification or manipulation.
(ii)
In manufacturing products, we will comply with all applicable laws and regulations and internal
standards, including the Good Manufacturing Practices, and will conduct appropriate quality control
throughout all manufacturing processes.
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Takeda Global Code of Conduct
(iii)
In our storage and distribution activities, we will comply with all applicable laws and regulations and
internal standards, including the Good Distribution Practices.
2. Advertisements / promotion
Takeda is committed to complying with all applicable laws, regulations and industry codes governing
promotional activities and advertising and will conduct these activities in an appropriate and ethical manner.
We will follow applicable company procedures designed to ensure that our promotional information and
advertisements comply with regulatory requirements and are accurate, balanced, fair, supported by scientific
evidence and not false or misleading.
We will not promote our products for a specific use in a country until the requisite approval for marketing for
that use has been given in that country.
3. Relationships with healthcare professionals
Takeda is committed to complying with all applicable laws, regulations, and industry codes (including the
IFPMA’s Code of Pharmaceutical Marketing Practices and other codes established by regional and local
industry associations) in interacting with healthcare professionals.
We will not provide, offer, or promise any money, goods, hospitality, gift or any other item of value to induce
or reward favorable treatment of our products.
When we obtain consulting services, advisory board services, or any other services from healthcare
professionals, we will have a legitimate business need and we will not pay more than an appropriate market
value for the services rendered.
4. Anti-corruption / anti-bribery
We will comply with all applicable laws and regulations prohibiting bribery of government officials as well as
all applicable laws and regulations prohibiting bribery of foreign government officials.
In some countries, employees of hospitals or other institutions providing public services or funded or
regulated by government entities are deemed to be government officials for the purpose of anti-bribery laws.
Further, some countries prohibit bribery even of private sector employees. We will also comply with such
laws and regulations.
We will not provide, offer or promise any bribe (including money, goods, hospitality, gifts or any other item of
value), directly or indirectly, to government officials or foreign government officials.
In addition, we will not
provide any payment or benefits to private sector employees to influence them to obtain or retain a business
advantage.
We will also ensure that those who act on our behalf, such as our agents, will not engage in corrupt practices.
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Takeda Global Code of Conduct
5. Competition and anti-trust laws
We will comply with all applicable competition and anti-trust laws in all countries where we do business.
In
particular, we will adhere to the following:
(i) We will not exchange information with competitors on pricing, outputs, capacity, customer selection, or
exchange any other competitive information, and will not enter into any agreements on those matters
(such as price fixing, market allocation, and bid rigging).
(ii) We will not participate in trade association meetings or other meetings with competitors where we
anticipate that such exchange of information or agreements will be requested.
If a competitor raises
any such issues, we will stop the conversation or ask the meeting chair or meeting facilitator to stop
the conversation and, if the conversation does not stop, we will leave the meeting immediately.
In
the event of such a conversation, we will consult with Legal Department at our location or our legal
counsel immediately.
(iii) We will not impose unlawful resale price restrictions on wholesalers, distributors, licensees, sales
agencies or any other party.
6. International trade controls
We will comply with all applicable laws and regulations in exporting and importing products, materials,
machinery, technology and other items.
In particular, in some countries, exportation of goods or
technologies is tightly controlled by the government due to national security concerns.
Employees
responsible for exportation and/or importation of goods or technologies will familiarize themselves with these
laws and regulations.
Protection of Assets / Information
7. Company assets
We will protect Takeda’s money, property and other assets and will use them solely for the purpose of
carrying out our duties to Takeda and will not misappropriate or embezzle these for ourselves or for any third
party.
We will not claim or allow any fraudulent expense reimbursement.
In addition, we will promote appropriate and effective use of computers and other IT systems and will not use
them unlawfully or inappropriately or for personal use, other than any incidental use permitted by applicable
company policies. We will not install on our computer any unauthorized software or device, such as
file-sharing software, which has a risk of inadvertently disclosing information to third parties.
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Takeda Global Code of Conduct
8. Confidential information / intellectual property
(1) Confidential information
During and after employment, we will keep confidential and protect all confidential information, including
trade secrets and business or technical information about Takeda and its products, and we will not
improperly disclose such information to any third party, nor will we use such information for any purpose
other than performance of our duties to Takeda.
Even within Takeda, we will not use such information for
any purpose other than performance of our duties and will not disclose such information to any person
other than those who need to know such information for the performance of their duties.
(2) Intellectual property rights
All intellectual property owned, developed or obtained by Takeda through research, development, or other
activities (including patents, designs, copyrights, trademarks, know-how, data and technical knowledge)
are vital assets of Takeda. Therefore, we will carefully safeguard Takeda’s intellectual property and fully
cooperate in the establishment, protection, maintenance and defense of Takeda’s intellectual property
rights.
(3) Confidential information of others
Takeda respects confidential information of third parties. Therefore, we will not obtain such information
by illegal or unethical methods either directly or through the use of an agent, nor improperly disclose such
information to any third party, nor misappropriate such information.
In addition, we will not seek
confidential information from other Takeda employees regarding their former employers.
(4) Intellectual property rights of others
Takeda respects intellectual property rights of third parties.
Therefore, we will not misappropriate or
infringe upon intellectual property rights of third parties.
9. Personal information / data protection
It is Takeda’s policy to respect the privacy of “personal information”. (Personal information is information that
can be used to identify a specific individual by name, date of birth or other description contained in that
information.
It can include information about employees, patients, clinical study subjects, doctors,
employees of customers and others.) We will comply with all applicable laws and regulations regarding
protection of personal information in countries where we do business.
Although these laws and regulations
vary from country to country, at a minimum, however, we will adhere to the following:
(i) We will collect personal information only for legitimate business purposes and by lawful means, and
will not disclose or use personal information for purposes other than a legitimate business purpose or
as required by law.
(ii) We will protect personal information by reasonable security safeguards against accidental loss or
destruction or unauthorized access, use, modification or disclosure.
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Takeda Global Code of Conduct
Company Records, Disclosures and Securities Transactions
10. Company records
We will comply with all applicable laws and regulations and company policies relevant to corporate
accounting. We will record all transactions on the company books accurately and properly in accordance
with generally accepted accounting principles, and will not make any false or artificial entries. We will
maintain internal control systems to ensure that all transactions are accurately and properly recorded.
11. Disclosure
Takeda is committed to making timely and accurate disclosure of company information to investors.
We will comply with all applicable laws and regulations and company policies regarding financial disclosures.
All employees involved in public disclosures will familiarize themselves with these laws and regulations and
company policies.
12. Insider trading
We will comply with all securities laws and regulations restricting insider trading of securities.
If, in
performing our duties at Takeda, we become aware of “material non-public information” concerning Takeda
or any company transacting business with Takeda, we will not buy or sell securities of Takeda or that other
company, either on our own account or on behalf of Takeda or any others, nor will we provide that material
non-public information to others, until it is publicly disclosed in accordance with applicable laws, regulations
and company procedures.
“Material non-public information“ is any non-public information that could have a material influence on
investors’ decisions to sell or buy securities.
Examples may include issuance of shares, repurchase of
shares, mergers and acquisitions, commercialization of new products, progress or failure of clinical trials, and
material changes in financial forecasts.
Workplace
13. Conflicts of interest
We will act in the best interests of Takeda and avoid any action or situation that may conflict with the interests
of Takeda.
If we have any actual or potential situation in which our personal interests conflict with Takeda’s
interests, we will consult with our manager before taking any action, and then act in the best interests of
Takeda.
Relationship with suppliers and customers
We will select suppliers and customers based on fair and objective standards and without favor or preference
based on any personal relationship.
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Takeda Global Code of Conduct
Hospitality and gifts
We will not accept or solicit any illegal or inappropriate benefits (including money, goods, hospitality, gifts, or
any other item of value) from suppliers, customers or others with whom we do business.
Financial or employment interests
We will not, without Takeda’s permission, have any material financial interest in, or engage in the activities of,
any competitor or an actual or potential supplier or customer.
Personnel issues
We will handle personnel issues impartially and fairly, and will not give any advantage to an employee based
on a personal relationship in handling personnel issues such as recruitment, evaluation, transfer, or
promotion.
14. Respect for diversity / no discrimination or harassment
Takeda respects diversity and the personal dignity of its employees.
It is Takeda’s policy to prohibit
discrimination or harassment based on nationality, race, color, creed, religion, sex, age, disability, or any
other legally protected status. We will not engage in sexual or any other forms of harassment, or any other
behavior that could create a hostile work environment.
Takeda takes appropriate measures to prevent such discrimination and harassment.
15. Employee health and safety
Takeda is committed to providing a healthy and safe work environment for its employees. We will comply
with all applicable laws, regulations and company policies regarding occupational health and safety.
Environment
16. Takeda is committed to minimizing the environmental impact of its products and operations.
We will comply with all applicable laws, regulations and company policies concerning environmental
protection and accident prevention in all our business activities.
Reporting Possible Violations of the Code
17. We are personally responsible for helping to fulfill the objectives of this Code of Conduct or the local code (if
applicable) by following all of its provisions, preventing violations, and reporting all suspected violations.
We have an obligation to raise our concerns about anything we think may be a violation or a potential
violation of this Code of Conduct or the local code (if applicable).
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Takeda Global Code of Conduct
It is Takeda’s policy to:
・ require employees who have a good faith belief that any of Takeda’s employees or management
are in violation of this Code of Conduct or the local code (if applicable), any law, or any company
policy to report the possible violation;
・ conduct a prompt investigation of any alleged violation and take appropriate corrective and/or
disciplinary action;
・ prohibit any retaliatory action against any Takeda employee for making a good faith report of a
suspected violation of this Code of Conduct or the local code (if applicable), any law, or any
company policy, even if a subsequent investigation proves the report to be unfounded.
If we suspect a possible violation of this Code of Conduct or the local code (if applicable), any law, or any
company policy, we should contact any of the following:
・ Our manager;
・ Another managerial employee at our location;
・ Our Human Resources manager;
・ Our compliance personnel;
・ Our Legal Department personnel;
・ Our Compliance Hotline (if available for our location).
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